Agrenco enters into an Agreement with Louis Dreyfus
A company statement issued by Agrenco, Sao Paulo yesterday announces that Agrenco and Louis Dreyfus Commodities Group ("LDC") have entered on this date into a legally binding Memorandum of Understandings providing for a capital infusion to Agrenco, as well as alternative stable financing, in the short term (the "Proposed Transaction"), including the following steps:
The proposal is legally binding and is subject to, inter alia: (i) legal feasibility of the Proposed Transaction, (ii) the absence of a mandatory offering to shareholders of the Company, (iii) the non-occurrence of an insolvency or bankruptcy event in respect of Agrenco, (iv) the negotiation and execution of definitive agreements in terms and conditions satisfactory to LDC, (v) approval by Holding and the shareholders of Holding of all corporate action necessary to the Proposed Transaction, (vi) approval by Agrenco's shareholders of all corporate action necessary to the Proposed Transaction; and (vii) due diligence.
- a capitalization of Agrenco Holding B.V. ("Holding") in an amount of USD 33,521,000, either through a convertible loan and/or an increase in the share capital of Holding. After the capitalization, LDC will be the principal shareholder of Holding. This step of the Proposed Transaction will not affect or dilute any of the shareholders of Agrenco;
- a share capital increase of Agrenco, with due regard to the pre-emptive rights of the shareholders of Agrenco, through the issuance of new shares, in an amount of USD 65,000,000, of which LDC will subscribe, at least, USD 33,521,000, in accordance with one of the following structures: (a) Option 1 - Number of shares to be issued: 77,380,952 common shares; Share Subscription Price: USD 0.84 per share. (b) Option 2 - Number of shares to be issued: 92,857,143 common shares with 30,952,381 attached warrants; Share Subscription Price: USD 0.70 per share; Warrant Strike Price: USD 1.25 per warrant; Warrant maturity: 3 years.
- a 5-year convertible loan to Agrenco, to be granted by LDC, at an interest rate of 7.75%, in an amount of USD 35,000,000. and; preserving the pre-emptive rights of the minority shareholders of Agrenco, to elect to subscribe for shares of Agrenco, upon conversion by LDC at the same price as LDC. The conversion of the convertible loan shall be made at the same price per share of the capital increase of Agrenco described above;
- LDC and Agrenco to use best commercially reasonable efforts to secure a revolving credit line USD 150 million with a maturity of at least 3 years.
The proposal is legally binding and is subject to, inter alia: (i) legal feasibility of the Proposed Transaction, (ii) the absence of a mandatory offering to shareholders of the Company, (iii) the non-occurrence of an insolvency or bankruptcy event in respect of Agrenco, (iv) the negotiation and execution of definitive agreements in terms and conditions satisfactory to LDC, (v) approval by Holding and the shareholders of Holding of all corporate action necessary to the Proposed Transaction, (vi) approval by Agrenco's shareholders of all corporate action necessary to the Proposed Transaction; and (vii) due diligence.
